BY LAWS OF  Olympia Advanced Practice Association

(11-02-02)

ARTICLE I.  Name

 Section I. The name shall be Olympia Area Advanced Practice Association (OAAPA).

ARTICLE II.  Purpose

 Section I. The purposes of the Association shall be to:

A.        Inform members of issues relevant to Nurse Practitioners.

B.        Promote practice opportunities for Nurse Practitioners.

C.        Monitor trends in, and influence the policy and delivery of health care by Advanced Practice Nurses (APN).

D.        Document and distribute information about Nurse Practitioners to consumers, providers and the public.

E.        Provide continuing education opportunities.

F.         Promote excellence and advancement of the art and science of Advanced Practice of Nursing.

ARTICLE III.  Status

 Section I.  The Association is a Non-profit Corporation and does not contemplate the distribution of any Association assets to the members. 

ARTICLE IV.  Membership

Section 1. Membership definitions:

A. Membership is open to Advanced Practice Providers who have met criteria o the appropriate certifying agency(s) within the State of Washington.

B.      Emeritus status is available for members age 65 or over and retired.

C.      Student status is available to graduate students pursuing a degree in Advanced Practice.

Section 2.  Privileges:

A.         Receipt of publications.

B.         Participation in activities and programs of the Association.

C.         Right to vote and eligibility for appointment to the Board of Directors.

Section 3.  Responsibilities:

A.      Members shall remit annual dues.  Dues are valid January to January.  Members are invited to participate actively in the Association including:

1.          Participation at meetings;

2.          Support on committees;

3.          Involvement in other Association initiatives.               

ARTICLE V.  Governance

Section 1. Responsibilities:

A.                 The primary and overall responsibility for Association governance shall rest with the officers of the Association’s Board of Directors.

B.                 The Board of Directors shall call an Annual meeting of the entire Association.

Section 2. Board of Directors.

A.   The Board of Directors shall be appointed as set out in Article VI.

C.                 The Board of Directors shall have the authority to conduct the business of the organization known as the Olympia Area Advanced Practice Association (OAAPA).  The business of the Association shall include:

1.             Carry out all executive and administrative functions of the Association and report to the membership as prescribed in these Bylaws;

2.             Keep minutes of the meetings of the Board and other information relating to the Association’s business, activities, and interests;

3.             Set the amount for dues required for membership in the Association;

4.             Develop a budget for each fiscal year to be presented to the membership;

5.             Act as liaison with other Associations and appropriate community organizations.

Section 3. Finance:  Members shall be assessed annual dues as determined by the Board  and approved by the membership.  Dues are valid January to January.  The procedure for establishing the dues amount shall be as for revising the Bylaws (See Article VIII).  Dues will not be assessed for persons in Student and Emeritus status.

ARTICLE VI.  Board of Directors and Appointment of Officers

Section 1. Titles:  The Officers serving on the Board include: Chair, Treasurer, Secretary, Program, and Membership.

Section 2.  Appointment to the Board:

A.     Officers will be appointed to a 2-year term.

B.     Positions vacated will be filled as vacancies occur. 

C.     Membership will be polled for interest in serving on the Board.

ARTICLE VII.  Dissolution

Section 1.  The dissolution of the Association shall occur:

A.        Upon a two-thirds vote of the membership, the Board of Directors so instructed, shall be empowered to dissolve the Association.

B.       After payment of debts and liabilities incurred by the Association, all remaining assets shall be dispersed to appropriate charitable organizations by the Board of Directors.

ARTICLE VIII.  By Law Revision

Section 1. The Association Bylaws may be revised, in whole or in part, as follows:

A.        By a quorum of Board members;

B.        Proposals for changes to the Bylaws may be submitted to the Board by email or by written request.

 ARTICLE IX. Quorum

Section 1.  Board of Directors:

A.         A majority of the Board shall be present in person or by written proxy shall constitute a quorum for purposes of any decisions undertaken by the Board.

Section 2.   Membership:

A.       A quorum of the membership may call for a Special Meeting of the Association, with thirty (30) days’ advance email notice to all members.  The notice will identify the business to be conducted at the special meeting.

B.         Only the business identified in the Special Meeting notice shall be conducted.

 ARTICLE X.  Miscellaneous Provisions

 Section 1. Removal of a member of the Board of Directors.

A.        A Board member may be removed only for cause, and only by a vote of a quorum of Board members.

Section 2.  List of Members.

A.    Membership list is available to dues paying members, including Student and Emeritus members. 

Section 3.  Board of Directors Action Without a Meeting.

A.     The Board may take any action without a meeting if the proposed action(s) is conveyed and approved by a quorum of the Board.

Section 4.   Proxy to Vote for Another Member.

A. Any member of the Association may provide his or her written proxy to any other member of the Association, which shall then entitle the member identified in the written proxy to vote for the other member at any annual meeting or special meeting.  The proxy may be a General Proxy, which will enable the members to vote any matter, or a Special Proxy, which will specifically delineate either the matter(s) for consideration, or that member’s specific instructions on how to vote on a matter(s).